Bank of Nova Scotia trims KeyCorp (KEY) stake via issuer-directed share disposition

Rhea-AI Filing Summary

Bank of Nova Scotia, a ten percent owner of KeyCorp, reported an issuer-directed disposition of 176,803 common shares at $23.18 per share. The transaction was carried out under an Investment Agreement that provides for Bank of Nova Scotia to participate automatically, on a pro rata basis, in certain repurchases of KeyCorp common shares. Following this disposition, Bank of Nova Scotia still holds 157,470,114 KeyCorp common shares, indicating that this was a relatively small adjustment to a very large position.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider BANK OF NOVA SCOTIA

Role null

Type	Security	Shares	Price	Value
Disposition	Common Shares	176,803	$23.18	$4.10M

Holdings After Transaction: Common Shares — 157,470,114 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares disposed: 176,803 shares Disposition price: $23.18 per share Shares held after transaction: 157,470,114 shares

3 metrics

Shares disposed 176,803 shares Disposition to issuer at $23.18 per share

Disposition price $23.18 per share Price for KeyCorp common shares in issuer-directed transaction

Shares held after transaction 157,470,114 shares Bank of Nova Scotia post-transaction KeyCorp holdings

Key Terms

Investment Agreement, Disposition to issuer, ten percent owner

3 terms

Investment Agreement financial

"Disposition pursuant to the Investment Agreement by and between the Reporting Person and the Issuer"

A written contract between an investor and a company that lays out the exact terms of an investment — how much money is provided, what the investor receives in return, and the rights and obligations of each side. It matters to investors because it sets the rules for ownership, control, payout and exit, and protections against future changes; think of it like a lease or recipe that tells everyone what to expect and how disputes or changes will be handled.

Disposition to issuer financial

"transaction_code_description: Disposition to issuer"

ten percent owner financial

"is_ten_percent_owner: 1"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/07/2026 - 06:10 PM Accepted by SEC EDGAR 07/07/2026 - 06:10 PM Learn about SEC filing dates

FAQ

What insider transaction did Bank of Nova Scotia report in KeyCorp (KEY)?

Bank of Nova Scotia reported disposing of 176,803 KeyCorp common shares to the issuer. The shares were transferred at $23.18 each under an Investment Agreement tied to issuer share repurchases.

At what price did Bank of Nova Scotia dispose of its KeyCorp (KEY) shares?

The disposition was reported at $23.18 per KeyCorp common share. This price applied to 176,803 shares transferred to KeyCorp under the issuer-directed repurchase arrangement.

How many KeyCorp (KEY) shares does Bank of Nova Scotia hold after this Form 4 transaction?

After the transaction, Bank of Nova Scotia holds 157,470,114 KeyCorp common shares. This remaining position shows the disposition was small compared with its overall ownership stake.

What does the Investment Agreement between Bank of Nova Scotia and KeyCorp (KEY) provide?

The Investment Agreement provides that Bank of Nova Scotia participates, in certain circumstances automatically, on a pro rata basis in any repurchase by KeyCorp of its common shares. This Form 4 disposition occurred pursuant to that agreement and related arrangements.

Was the Bank of Nova Scotia KeyCorp (KEY) transaction an open-market sale?

No, the transaction is characterized as a disposition to the issuer, not an open-market sale. Shares were transferred back to KeyCorp under the Investment Agreement’s repurchase participation terms.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BANK OF NOVA SCOTIA

(Last) (First) (Middle)

40 TEMPERANCE STREET

(Street)

TORONTO M5H 0B4

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

2. Issuer Name and Ticker or Trading Symbol
KEYCORP /NEW/ [ KEY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	07/07/2026		D(1)		176,803	D	$23.18	157,470,114	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Disposition pursuant to the Investment Agreement by and between the Reporting Person and the Issuer, dated August 12, 2024 (the "Investment Agreement"), and related arrangements between the Reporting Person and the Issuer, pursuant to which the Reporting Person participates (in certain circumstances, automatically), on a pro rata basis, in any repurchase by the Issuer of its common shares.

Remarks:

Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed to be a director-by-deputization by virtue of the Reporting Person's contractual right to nominate directors to the board of directors of the Issuer pursuant to the Investment Agreement.

	/s/ Raj Sachdeva, Vice President, Head of GBM&T Compliance Canada	07/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)